The Theta Protocol
by Afalstein
Summary: The Avengers will never know, but without Coulson, the Age of Ultron would never have been stopped. Director Coulson, outgunned by Strucker's considerable resources, turns to old friends and new enemies to counter the rising threat of Hydra and find the missing staff of Loki. (Or: Missing scenes from AoU and AoS that mesh the two much better)
1. Contact

**Contact**

* * *

" _...apparently they volunteered for Strucker's experiments." Hill said. "Real fanatics."_

" _Right." There was a twist to Steve Rogers' mouth. "Who would be so crazy as to allow some German scientist to experiment on them to defend their country?"_

 _Hill frowned. "We're not at war, Captain."_

" _They are." Cap said, as the doors closed._

 _And then they opened again. "By the way, Ms. Hill." Rogers said, looking at Stark's second with sudden puzzlement. "I'd never seen anything like these two before. Stark said much the same—no intel."_

 _Hill's expression was unreadable. "That's true, sir. Stark securities has never run across these two before."_

 _"Then..." Rogers puzzled expression grew. "...how do you have all this information on them? Strucker's files?"_

 _"We haven't had a chance to process Strucker's files yet." Hill answered. "All that we have now is based on outside intel."_

 _Cap waited, but it seemed she did not want to elaborate. "I was asking about where that intel comes from." He explained._

 _"Sir." There was a rare twist to Hill's mouth. "I don't ask how you destroy bases, don't ask me how I come up with intel. Beyond that..." She gave a dismissive shrug. "...let's just say the information came from a trusted friend."_

 _Cap stared at her for a moment. "Ms. Hill," He said, turning to enter the elevator, "Sometime, we should have a long talk about that."_

* * *

Long trees stretched up toward the sky, white against the slate-grey of the cliff-face. A single man stood among them, staring up at the cliff as the breeze ruffled his large overcoat.

Agent Antoine Tripplett walked up to him. "All set, Robocop?"

Michael Peterson, codename "Deathlok," turned and glared at the SHIELD agent. "Don't call me that."

"What do you want me to call you? Terminator? Million-Dollar-Man? Inspector Gadget?" Trip spread his hands.

"Tripp..." Director Coulson sent the agent a look as he walked up, May lurking by his shoulder.

"I'm just saying," Tripp spread his hands. "'Agent Peterson' is way too dull, and 'Deathlok' is way too scary."

A horribly scarred face and a glowing red eye swiveled to face the agent. "And I'm not scary?"

"You're... intense." Coulson amended.

"Nah, you're not even remotely scary." Tripp grinned. "You're one of the good guys now."

Peterson held his gaze for a moment before grunting and turning away. "Ace always loved Inspector Gadget." He observed.

"All right." Tripp clapped him on the back. "So, 'Agent Gadget,' what's the word?"

Deathlok nodded up the hill to the barely-visible bunker at the top. "I count a little over two hundred thermal signatures inside, as well as some heat from some generators and an undetermined amount of lab equipment.

"Old WWII lab." Skye stepped forward, tablet in hand. "Purchased by private collectors after the war. Listed as a historical artifact, yet..." She turned the tablet to face the director. "...drawing 1.21 gigawatts off the local power grid."

"This is Hydra, correct?" Deathlok glanced at the director.

"One of their smaller outposts, but probably, yeah." Skye nodded.

"Our main source finally dropped the big bad's name." Coulson said, studying the tablet "Some guy named Strucker, disenfranchised German aristocracy. SHIELD's got no records, obviously, but this looks like his sort of place."

"One way to find out," shrugged Deathlok, shedding his coat to reveal the gleaming cybernetic armor.

Tripp looked to Coulson. Coulson gave a nod. "Tripp, give your men the signal."

"Men?" Deathlok glanced at the others.

"Five squads." Tripp glanced at him. "Plus vehicle support. You get the Beta team, Gadget."

Deathlok glanced at the director, who nodded. "I thought you guys said this was a minor outpost." He said.

"It is." Coulson gave a short nod. "But last week the Air Force got massacred attacking a Hydra base we tipped them off to. We need to be careful about this."

"Director..." May warned.

Coulson winced. "Right. Back to the Bus. Skye will be providing technical support from there. We'll try to give more tangible firepower, too, but..." he shrugged. "...it's a bunker."

"Sir." Tripp threw the man a glance. "There's only two hundred of them. Me and Gadget here are going to be just fine."

* * *

They were about fifteen minutes into the structure when things started to go wrong.

 _"Commander, we're proceeding to the... the hell!"_

 _"They're coming through the walls!"_

 _"What... where did...?"_

 _"Get them off Get them off! Get them off!"_

Tripp frowned and touched his radio. "All teams, report!"

 _"Sir, we're at point four, we..."_ the feed suddenly cut off.

* * *

"What's going on?" Coulson questioned, tersely.

"I... don't know." Skye said, her fingers flying over the table. "Their vital signs are still there, but they've gone unresponsive... heart rates are elevating..."

* * *

"Team Beta, respond!" Tripp bellowed into his radio. "Respond, damnit..."

A blue-silver streak came out of nowhere and blasted Tripp over, sending him flying back and crashing into the wall. His team whirled around, firing wildly, only to find their weapons jerked out of their hands and dismantled into pieces. As they flailed about meaninglessly at the blur, Tripp struggled back to consciousness and touched his radio again. "Deathlok!" He croaked. "We need backup!"

* * *

"Why isn't Deathlok responding?"

"Hang on, I can access his feeds..."

* * *

Deathlok was far beyond giving backup, or even hearing his commander. He was currently watching his son bleed out on the floor, with a smiling John Garret standing above him. _I told you not to turn against me, Peterson..._

He did not see the brunette woman in red standing directly in the hallway before him, or the shapes of his men writhing on the floor. He did not see the pale blond man in the light-blue jumpsuit run up to her and grin triumphantly.

He did not see—but his cybernetic eye did.

* * *

"We may have possible gifted on the ground, sir." Skye stated, staring at the scene. "Telepath, maybe."

"Damnit!" Coulson touched his ear. "May, land the plane, now!" He frowned at the answer. "Don't give me that, our boys are in trouble down there!" Now he was gritting his teeth. "May, I don't want to order you..."

"Sir?" Skye said hurriedly. "Take a look at this."

Coulson glanced over at the table.

The blinking green dots were, one by one, being placed outside the base, unresponsive but unharmed.

Coulson's hand dropped to his side.

"Sir?" Skye looked at him.

Coulson swallowed. "Pick them up." He said, curtly. "Pick up our boys. Then we need to disappear until we can figure out what the hell just happened."

* * *

"We're working to identify them." Skye informed Coulson several days later, as the two of them studied the video of the attack. The brunette and the blonde seemed to be conferring about something. "The guy left some skin cells on Tripp when he clocked him, we're mapping the DNA sequence now. Facial analysis suggests they're eastern European, possibly siblings—"

"Twins." Coulson supplied.

Deathlok, standing off to the side, looked at him. "You knew about these people, sir?"

Coulson shook his head. "Some of the Hydra communications we've intercepted mentioned a 'Gemini' project."

"Like... from the horoscope?" Skye frowned.

"We looked into that angle, but no." Coulson stepped closer to the screen and studied the image. "Gemini or Castores was the Latin term for Castor and Pollux, a pair of Greek twins. The immortal twin gave up half of his divinity to bring his mortal brother back to life."

Skye blinked. "Um. Okay."

Tripp chuckled. "That all off the top of your head, sir?"

"Not really." Coulson half-turned and gave a shamefaced smile. "We've been looking into every possible interpretation of 'Gemini' over the past few months."

Everyone turned back toward the screen The blonde man gave a quick nod and vanished. The brunette woman stepped closer to Deathlok's inert camera and tilted her head, studying him.

"So, the good news is that the plan itself was more or less on track." Skye shrugged. "Intel recovered suggests we caught them off-guard, when they were at minimal strength."

"The bad news is what that means." Coulson's mouth took a grim twist. "This was a pinpoint strike—our most powerful resources at their vulnerable point. And it still didn't work."

"Any more than using the Air Force did." Tripp nodded.

Coulson drew a hand over his face. "This could have been another massacre..."

"But it _wasn't_." Skye pointed out. "That tells us something."

"Nothing that helps us deal with the main problem." Coulson crossed his arms. "Hydra has metas, and we have no realistic way of matching them." He started guiltily and looked over at Deathlok. "Er, no offense."

Deathlok shrugged, though he looked a bit upset. "No point denying it. Though some upgrades wouldn't hurt."

"Worth considering." Coulson frowned. "But I doubt even Fit... even Simmons could match Hydra's deadly duo here."

There was a painful silence from the group, but a voice from the monitor broke it " _You are like us."_ The assembled agents half-turned to watch the video again. The brunette was apparently caressing the side of Deathlok's face. " _A tool, to be used for destruction."_ She leaned in closer. _"We bear neither you nor your masters any ill will."_

"The duo's not SO deadly." Skye pointed out. "I mean, it's gotta be the speedster that cleared our guys out of there, right? As in, unharmed? As in, not dead?"

"He wasn't so generous with the Air Force." May spoke up for the first time.

Skye shrugged. "Maybe he wasn't the one doing the killing. Clearing the way for the killing, sure, but not actually killing. Chances are these two are just a pair of overpowered teenagers."

"Then why are they with Hydra?" Tripp asked.

The monitor answered him. _"We."_ The brunette's whisper changed to a hiss, _"Want. Stark."_

* * *

Agent Koenig tapped a few keys on the computer. "Sir, I'm not sure about this..."

"I am." Coulson said flatly. "It needs to be done, and it needs to be done _now._ "

"I'm just not comfortable with _me_ doing this." Billy winced, still tapping away. "Eric was the one good with computers." He half-twisted in his chair. "Shouldn't Agent Skye...?"

"I'd prefer to keep the circle small on this." Coulson shook his head. "And realistically, Skye's involvement wouldn't mean much here. The only way to keep SHIELD isolated from this is to keep this isolated from SHIELD." Glancing quickly around the empty concrete room, Coulson rubbed his hands in the cold. "Dharma base is entirely self-contained, if they trace the signal back to here, they'll just get another empty facility with nothing inside."

"Shouldn't Agent May at least be..."

"What, May?" Coulson threw Koenig a look. "She'd never let me do this." He clapped the technician on the shoulder. "Okay. Showtime."

Koenig shivered and pressed a button.

The screen in the front of the empty room flickered into life, showing a slightly cluttered desk in an obviously-expensive office, occupied by a dark-haired woman whose sharp profile was present to the camera.

She glanced quickly around, and her eyes widened. "Coulson." She said, turning to face the camera.

"Deputy Director Hill." Coulson nodded, then considered. "Sorry. Miss Hill."

"Assistant Chief of Operations Hill, technically." The woman tilted her head. "How did you get this number, Coulson?"

"Surely that's not relevant." Coulson gave a little smile.

"No, it's not." Hill agreed. "What's relevant is why you're still at large." Her gaze hardened. "I understood you going after Garret, but that's done, Phil. This new SHIELD you're pretending to lead is only making things more difficult on everyone. I don't want to send Stark Securities after you..."

"No, you really don't." Coulson smiled. "Because then you'd have a tough time explaining to your boss how I'm still alive, and exactly how long you've kept that from him."

Hill's mouth closed and her lips tightened. "Don't play games with me, Phil."

"I'm not." Coulson spread his hands. "In fact, I think we can give each other a hand."

Now Hill looked amused. "Phil. Your people are outnumbered, outgunned, and barely have the intel to botch a tip to the Air Force." She held up a hand to forestall Coulson's outburst. "Don't even try. That had your handprints all over it, and it left Talbot more convinced than ever that you're toxic goods. Along with every other SHIELD agent trying to strike a deal. You're already more of a hindrance than a help." There was a beep from her computer. "And I've just pinpointed whatever base this is you're using." She cocked an eyebrow. "So tell me quick: how exactly can you 'give a hand' to a multi-billion-dollar security company that employs this world's only superheroes?"

"For starters, I can pass on a message." Coulson grinned.

A/N: Gah. Really? Another multi-chapter fic? About Agents of SHIELD? Why do I do this to myself? I should focus on finishing the stories I have, not making more.

But I couldn't help it. A number of things about Theta protocol and really just AoS's integration with AoU in general rubbed me the wrong way, and I thought of this fic as a way of smoothing them over. I like to think of it as a "missing scenes" fic-various snippets of moments for AoS S2 or from AoU that could really have made the integration between the two much more interesting and less... forced.

For starters, Hill. Hill, in Season 1, was strongly against SHIELD being re-formed, and advised Coulson to give up and play ball with Talbot. She told Coulson in no uncertain terms that SHIELD was done and out, and there wasn't some "rebuilding" program going on. Yet somehow, in Season 2, she's revealed to have been part of SHIELD's rebuilding program?

I don't buy it. So here, Hill is a company person for Stark, through and through. She believes SHIELD failed and that Coulson is causing problems. She's not working for Fury (since clearly Fury didn't trust HER to be Director), but hopefully this fic will explain how she got to be a part of Theta Protocol-which is NOT a SHIELD initiative.


	2. Catalyst

**Catalyst**

* * *

" _It feels good, yeah?" Stark asked, stepping up to the Asgardian. "I mean, you've been after this thing..." He cast a glance at the glowing scepter, "...since SHIELD collapsed. Not that I haven't enjoyed our little raiding parties, but…"_ _  
_

" _No, but this…this brings it to a close." Thor nodded, passing his hands over the item._ _  
_

" _As soon as we find out what else this has been used for." Rogers interposed, walking up, also studying the artifact. "I don't just mean weapons." He nodded back at Hawkeye meaningfully. "Since when is Strucker capable of human enhancement?"_

 _Stark nodded, though his thoughts were clearly elsewhere._ _ **"**_ _Banner and I'll give it the once-over before it goes back to Asgard." He suggested. "Is that cool with you?_ _" Thor gave a short nod._ _ **"**_ _I mean, just a few days until the farewell party. You're staying, right?"_

" _Yes, yes, of course." Thor agreed, rousing himself from whatever thoughts he was caught up in. "A victory should be honored with revels."_

" _Yeah." There was maybe just a hint of forced cheer to Stark's tone. "Who doesn't love revels." He glanced over. "Captain?"_

 _Rogers was still studying the scepter. "_ _Hopefully this puts an end to the Chitauri and Hydra, so yes." He looked up. "Revels." He turned his gaze back to the scepter._ _"I feel like I've finally finished the job I'd started with SHIELD."_

" _And I," Thor nodded, "that I have finally erased my brother's taint on this world." His gaze lowered. "My only shame is that it has taken so long. If I had realized, when first I heard of SHIELD's fall..."_

" _Not your fault." Cap shook his head. "The first thing I did after SHIELD fell was go on a road trip." He gave an irritated grimace. "The scepter... all these bases we've been taking down... I didn't even think about them."_

" _For what it's worth, I sifted through all that SHIELD info you dumped on the net, and its official position on the scepter is that it was taken back to Asgard." Tony raised his hands. "Honestly it took me a couple seconds to think back and remember that you weren't carrying a scepter when you took Norse Hitler back to Cloud City."_

" _I should have." Thor had grown used to Tony's irreverences, and no longer gave them a second thought. "I should have realized the power of the scepter; man was not meant to bear such tools." He sighed. "Such things have no hold on my mind, I fear."_

 _Tony's eyebrows had jumped a little at the 'man was not meant' comment, but curiously he let it slide. "Well, fortunately it was on_ somebody's _mind." He said, turning away._

* * *

"In case you're wondering, General?" Coulson said to the flabbergasted General Talbot, as they looked up at the suddenly de-cloaked Bus, "That's just the tip of the iceberg." Turning, he walked as slowly as he dared toward the quinjet decloaking on the grass. "Let's get out of here before the 'iceberg' runs out of gas." He muttered under his breath, jogging up the ramp.

"You got it, sir." Tripp said, clicking the relays on the cockpit. The ramp rose up and Coulson felt the floor of the quinjet lurch as it lifted off the ground.

"Big Bird here. Transmissions from Talbot's convoy... he's scrambling harriers to intercept." The radio resounded through the cockpit.

"Copy, Big Bird." Coulson nodded, settling into one of the seats lining the Quinjet. "Shadow protocol. Engage cloak and divert to appropriate safe houses. Radio silence. All squads rendezvous at the Playground."

"Roger that, Tweety Bird." The radio went silent.

"Engaging cloak." Tripp clicked a switch on the dash and a ripple of energy flowed over the craft. "Hey, boss?" He said, turning. "who chose the code names?"

"Me." Coulson glanced at him. "Why?"

"No reason." Tripp gave a quick shake of his head.

"No, really, why?"

"Really, I was just wondering, sir." Tripp coughed. "Shame that General Talbot couldn't be brought around."

"Mm." Coulson winced. "We're severely underpowered, we need allies of some kind. We have absolutely no muscle—at least nothing that can match Hydra's."

"We did okay against Creel." Tripp objected.

"Against a single agent." Coulson was still frowning. "Barely. Just the fact that Hydra was able to recruit him is bad enough." He seemed to think. "If that's what they did..."

Tripp glanced back. "Sir?"

"Just a thought... Creel's always been muscle-for-hire." Coulson said, settling back into his seat. "But the way he charged at me so his handler could get away..." A shake of the head. "That's not mercenary behavior."

There was a silence.

"Brainwashing, sir?"

Coulson gave a sour nod. "Simmons reports indicated they've been experimenting with it for a while, but..." He shook his head, "...nothing quite on this level. We need to find out what they're doing, and fast."

* * *

"You said Hydra had a way of 'convincing' people." Skye commented, glowering at the traitor in the cage. "You were talking about brainwashing, weren't you?"

Ward gave a little nod. "It's not done often." He answered softly. "But it's done. It's a lot of work and some people aren't susceptible. Mostly used on high-value targets."

"Like you?"

Ward gave a slow, sad shake of his head. "I wish I could say that's what happened." He said, giving a little smile. "But I swore I'd never lie to you."

Skye stared at him, waiting for a response.

"No." Ward shook his head. "I was never brainwashed. Everything I did, good and bad, I did of my own free will. When Garret first brought me on—Mind control at that point hadn't gone much beyond LSD and image montages."

"They're a little... past that, now." Skye said, bitterly. She wasn't happy with what had happened to Tommy.

"That's recent." Ward confirmed. "Real recent. Until two years ago, brainwashing was mostly a laboratory experiment."

Skye frowned. "Why?"

"Above my pay grade." Ward shook his head. "Garret didn't do much with brainwashing—he held that the 'incentive program' made for more effective soldiers. I mostly heard about it secondhand—from other Hydra cells that were using techniques Strucker'd developed. But where he got the inspiration..." A shrug.

'You've got to know more than that." Skye challenged.

Ward sighed. "There was one time. Strucker reached out to Garret—maybe as a way of ensuring his loyalty, I don't know—and offered him a special deal. See..." Ward gestured, "I told you that a lot of people weren't susceptible. The methods they were using then had about a 50-50 success rate. But." Ward held up a hand. "Strucker told Garret that, for especially valuable prisoners, there was a foolproof procedure."

"What procedure?"

Another shrug. "All I know is that Strucker said he alone could administer it. Garret never took him up on it."

Skye started as a thought occurred to her. "Would he have done that... with Coulson?"

Ward blinked, apparently thrown by the question. "I... don't know." He admitted. "No." He said, after a moment's thought. "Garret never trusted Strucker, and he definitely wouldn't have trusted him with Coulson."

"Would you have done that with me?" Skye's mouth had a harder twist.

Ward was quiet for a moment. "I said I would be honest." He mused quietly. "I don't... think so. Certainly not at first."

"Later?"

Ward lowered his gaze. "Maybe."

* * *

"What now, you sick scum?" Agent 33 hissed, as the Hydra agents took her off the harness. "Finally accepted that you'll never break me?"

"In a sense." Whitehall smiled. The former SHIELD agent was shackled and dragged over to a specialized shipping container. "Let us say that I am convinced that we will break your mind before we break your will."

"Told you." Snarled 33 triumphantly. "You should have saved yourself some time, just shot me MMARRRGGgghh..."

"Fortunately," Whitehall continued, as a gag/oxygen mask was fitted over the captive's face, "there is a Hydra facility devoted specifically for breaking resilient wills like yours." He gave a small wave as the agent was stuffed into the shipping container and the lid locked shut. "Do say hello to the Baron for me."

* * *

"Are we there yet?"

"No." Coulson answered.

"This conveyance is inefficient, and this journey is pointless." Sif grunted from her seat. "The bifrost may be accessed anywhere on earth, we do not need to go to this location of yours."

"No," Coulson agreed. "But it's a lot more convenient for SHIELD if the energy-beam-from-the-skies happens a long way away from civilization and recording devices."

Sif rolled her eyes, but she sat back. "There was another task that Odin gave to me." She said, after a few moments. "I have no time to pursue it now, but perhaps, you, son of Coul..."

"Shoot." Coulson shrugged.

"Loki's scepter." Sif answered. "It was not Asgardian, but we have reason to believe it was an item of great power. Such things can be... disruptive." She faced Coulson. "It was Odin's wish that while on earth, I should respectfully request SHIELD to return the item to Asgard for study and safekeeping."

Coulson blinked. "SHIELD never recovered the staff. We assumed that Romanov had given it to Thor and Thor..." His voice trailed off and his eyes widened.

"Crap."

* * *

"Loki's sceptre." Simmons brought the hologram up on screen.

"Gave me my killing blow. Sorta." Coulson shrugged. "Asgard thought we had it, we thought Asgard had it."

"Three guesses as to who probably does." May said tersely.

"This is the likely source of Strucker's breakthrough." Simmons gestured to the hologram. "An artifact like this could easily jump Hydra's neurological re-writing program fifty years into the future, providing them with the means to produce indoctrinated individuals like the ones we've seen."

"Probably also the 'foolproof technique' that he mentioned to Garret." Bobbi Morse, standing off to the side, nodded. "Loki's mind-control was too unstable—a single blow to the head would shake the victim out of it—but if you used this to get the victim into a suggestible state, and then supplemented that with the other methods..." A shake of the head. "You'd have a dependable, rock-solid brainwash."

"It's literally a weapon of the gods." Coulson chewed his lip, staring at the image. "Extremely disturbing to think of Hydra having their hands on it."

"There is some good news." Simmons insisted brightly. "Apparently the staff gives off a unique energy signature."

And the bad news?" May asked, drily.

Simmons winced, "Our satellites are unable to locate the signature. Strucker must be masking it somehow."

"And guarding it, with more resources than we can imagine." Coulson nodded. Simmons looked at him nervously, but Coulson did not look grim or resigned, just thoughtful.

"Skye's new powers..." Fitz started.

"Can we not call them that?" Simmons interrupted.

Fitz flushed and seemed about to respond, but Coulson cut him off. "We need to find it first. Simmons, Fitz, Mac." He turned to the duo. "Look at Dr. Banner's research on the staff just prior to the Battle of New York. He may have some insights that can help you find the signature again." Turning again, he looked to Bobbi and May. "Intel on this staff and its housing-"he jabbed a finger at the hologram, "—are now priority one for our intelligence cells. We especially want to know where it is being held, but info on the masking device will work too." Bobbi and May gave him a short nod.

"Good." Coulson dropped his arms and moved away from the hologram table. "Now. I need to make a call."

* * *

 _"Asgard didn't have it?"_

"Apparently not." Coulson shook his head.

 _"Christ..."_ Hill placed her fingers to the bridge of her nose. _"…what a mess. Alien tech, loose in the wrong hands, alien tech that BRAINWASHES people, no less."_ A sigh. " _This could potentially destabilize..."_

"Maria..." Coulson interrupted, just a bit of tightness in his jaw. "You don't need to stress the importance of this to ME."

Hill stopped. " _Right."_ She sighed.

"Anyway, there is a bright side." Coulson shrugged. "This is exactly the sort of thing we need—a unified threat to bring the Avengers back together.

Hill's face took on interest. _"Hawkeye and Thor, certainly. Probably even Romanov."_ She shook her head. _"But forget about Cap. He's gone to ground, I doubt even_ you _know where he is."_

"I don't." Coulson admitted. "But I think I know someone who does..."

* * *

It was a large graveyard, with nothing to be seen for miles but tombstones and grass. There was nowhere to hide, nowhere to run, barely anywhere to hide even a planted microphone.

All of which made it a perfect place for the current Director of SHIELD. He stood by a particular grave, but despite the flowers clutched casually in one hand, he did not seem particularly interested in it. He kept glancing around, as if looking for something.

"Somethin' on your mind?"

The sudden voice made Coulson jump and half-turn. "Seriously, someday you need to teach me how to sneak up on people like that." He grinned at the dark-skinned man in sunglasses looming just over his shoulder. "It's wicked cool."

Nicholas J. Fury, former director of SHIELD, raised his eyebrows at his successor. "What do you want, Coulson?"

"To learn how to do that." Coulson shrugged. "But also..." He passed over a file. "I need you to talk to a mutual friend of ours."

Fury opened the folder. His eyebrow went higher. "Well, that IS an oversight." He mused. "Loki's sceptre, huh?"

"Wherever it's being stored, the team and I don't have the punch to get to it." Coulson grimaced.

"So pass it onto Hill, let her handle it." Fury handed him back the file. "Isn't that what you've been doing?"

Coulson looked at his old boss with something akin to wonder. "You know, I thought I was supposed to be the new spymaster."

Fury shrugged. "Can't blame an old man for hearing things."

Coulson shook his head and looked away. "I need your help." He stated plainly. "With Hill, and with another project I'm working on."

A slow grin spread across Fury's face. "Trying to get me back into the world?"

Coulson grinned back. "Trying to save it."

* * *

 **A/N:** The scepter is an example of a wasted opportunity. It was so thrown-in-at the last minute, and it could have been integrated so well with the mind-control subplot that the series had going on all season. And it could have been this cool moment-Coulson hunting for the weapon that killed him... And it just wasn't. It was a quick easter egg at the end of an episode. Not sure if it was because Marvel Studios didn't let AoS do anything, of because they didn't have time, but either way... DISAPPOINT.

I was told once that there is an account/comic strip/one-shot that details how Hydra got the staff. If there is, I couldn't find any info on it (which sort of explains why Marvel misses opportunities like this-they have SO many tie-ins to organize, they can't quite keep track of what they have and haven't said.)

This chapter was actually written last week. But then I stopped, because I realized, "no, they started rebuilding the helicarrier BEFORE the start of Season 2. I should go back before then and show the story of how they rebuilt the helicarrier before I talk about the scepter."

Stopped doing that for two reasons. One, it's more dramatic than the scepter, and I want to save it for later. Two, it was ballooning out of control and getting a lot longer than I intended this 'deleted scenes' fic to be. So now, potentially, my deleted scenes fic has more deleted scenes, unless people are crushingly interested in how Coulson got Hill to work with him to the extent we see in this chapter.

On that note, review! I love how many faves and follow this story has gotten- a lot more than I expected, to be honest-but I love getting more concrete/tangible expressions to connect me with my readers.


	3. Conspiracy

**Conspiracy**

* * *

 _"Something I pulled out of the mothballs with a help from a few old friends." Fury observed, standing triumphantly again at the head of a helicarrier._

"Fury, you son-of-a-bitch."

 _"Whoh-hoh! You kiss your mother with that mouth?" Fury raised his eyebrows in mock shock._

"This is SHIELD?" _They heard the twin ask._

 _"_ This is what SHIELD was meant to be." _Captain responded._

 _"Sir?" One of the technicians turned in his chair. "I've been meaning to ask..._ IS _this SHIELD?"_

 _"Dude." A curly-haired technician glanced up from his computer. "They disbanded SHIELD. It was a whole thing. I was there."_

" _I know that." The first technician glared back. "But... I mean, Fury's here, we've got the helicarrier, my recruiter was a suit with sunglasses..."_

" _No one's going to trust the Nazi organization that held a gun to everyone's heads, man." The second technician said._

" _Yeah? So who got this thing in the air? Not Stark, I'll tell you that much."_

" _What would you even..."_

" _You're working for the Avengers, and you're working to save the world." Fury's clear voice cut through the argument. "What more do you really need to know?"_

* * *

"Impressive, isn't it sir?" Billy Koenig beamed with pride.

Coulson managed a nod.

They were standing at the furthest end of a massive room, roughly the size of a football stadium. Not the field, the stadium. Crates, tanks, and various tarpaulin-covered objects of varying sizes were stacked everywhere. But all that was forgotten by the looming object

"The Attic was originally built to house the Aegis." Koenig said, as the director stared up at the old Helicarrier. "Over the years, all surplus equipment too classified to hand off to other departments has been sent here to be 'mothballed.' Every so often Fury would dust one off and pull it back into service. Like the Bus, for instance."

"Really?" Coulson looked at him with interest. "Any other Bus's? Or even Quinjets?"

"No." Koenig gave a shake of his head. His grin widened and he pointed again to the helicarrier. "But who needs Quinjets when you have..."

"Billy." Coulson looked at his assistant. "We don't have enough people for all the seats on that boat."

Koenig's face fell. "But..."

"Even if we could somehow get it flying again..." Coulson shrugged. "...it'd just be a big floating target."

Koenig gave a long sigh. "Then… what did you want to see it for?"

"An idea." Coulson mused. "Just… an idea."

* * *

"Report."

"The meeting was going fairly well, the warlords were more or less getting along, and we'd established a certain level of credibility." Tripp, bloodied and with one arm in a sling, answered. "They confirmed Ulysses Klau to be their supplier, and reacted predictably when we informed them that he was also supplying the Zambian government."

"Any word on whether Hydra's involved?"

Tripp shook his head. "None of the warlords were able to give us anything on that, sir."

Coulson looked at May, who tilted her head. "Hard to say. Klau's known for this sort of thing, but it would certainly suit Hydra for a Wakandian border state to descend into chaos."

"In much the same way as it would suit us for the current government to remain in power." Coulson mused. "Did any take the modified equipment?"

"They liked the rocket launchers, but the rest..." Tripp shrugged. "Fortunately our inside man managed to convince them that generators would build a more secure and comfortable home base."

"And provide us with GPS and audio/visual surveillence." Coulson grinned. "Good for Agent Adour. Then what?"

Tripp winced. "Then the helicopters crested over the ridge."

May closed her eyes.

"The warlords panicked, weapons came out, rocket launchers were aimed..." Tripp sighed. "I dropped a freeze-grenade and pulled my men out, Adour included. I figured they were likely to take it out on the person who arranged the meet."

"Good call." Coulson nodded. "And the interlopers? Who were they?"

"Two Apache gunships, two Cougars. Red-and-gold copters, big 'S' symbol emblazoned on the side." Tripp grimaced.

"Stark."

"Got it in one, sir." Tripp nodded. "Last I saw, they were Delta-forcing it up at the meet site, poking M-16's into every bush and arresting every single warlord who trusted us enough to come."

Coulson sighed.

"Obviously, this is going to cause major restructuring in our plans for the Zambian region..." May said.

"...and the Wakandan Watch project." Coulson nodded, rubbing his eyes. "Three months of work down the drain. Yes, I know." He shook his head to clear it. "Thank you, Agent Tripp."

Tripp left and May stepped forward handing Coulson a tablet. "That's not all. Here's Skye's report on the trojan virus we got hit with."

Coulson scrolled through the tablet. "The dumped SHIELD data?" He looked up. "Is she sure the trojan came from there? We've been copying the old roster information for weeks and never had a problem."

"That's the point." May nodded. "These trojans were added to the data as 'new' reveals from a SHIELD insider. Skye thinks it was supposed to shut off our systems and give away our location?"

"To who?"

May shrugged. "The CIA's taken down five different domestic watchdog groups this week, but..."

"...but..." Coulson said.

"...but this is too smart for the CIA." May said. "It's Stark."

"It's Hill." Coulson corrected. "Our tech people would never have even caught one of Stark's trojans."

"It's still Stark Securities." May said. "They have a contract with the CIA—providing men and resources on a consulting basis. There are talks in place for similar contracts with the Army, Navy, and Air Force—and not just in America."

"He's like the new Blackwater." Coulson mused.

"There's more." Picking up the remote to the command center's large monitor, May clicked an image onscreen. " Stark Securities suddenly 'acquired' a new facility out on an island in the Pacific."

Coulson studied the map. "Dharma Base." He said, after a few moment's thought. "Didn't think Hill knew about that one." He looked at May. "They get anything?"

May shook her head. "Koenig said the facility had undergone thorough cleaning protocols during the first sweep. There was no one and no equipment there."

"Good."

"Sir, with all due respect, no, it's not good." May's gaze hardened. "We're on the end of our rope here, all we have is the bases and stockpiles that Fury managed to keep to himself. We have a limited number of holes to run into, and Hill just stopped up another one of them."

"Hill's one of us." Coulson said. "She's not going to..."

"No, she's one of Stark's." May stressed. "Hill, at her core, is a pragmatist. She's not the company man you are, Phil. She believes in doing her job, and doing it well."

"And what exactly is that job?"

"Becoming the only protector on the market." May answered. "Stark doesn't believe in competition, and Hill doesn't believe in a 'balance of powers.' Neither of them has much room for people like us."

Coulson nodded. "So you think they're planning a hostile takeover of start-ups."

May looked at him.

"See, because they're corporate..." Coulson sighed. "Never mind. All right. So Hill wants to take our little rogue SHIELD off the map. We can't very well fight Stark, we'll just have to convince her not to chase us. Thoughts?"

"Go dark." May answered. "Completely dark. No missions, no communications, nothing. Hill doesn't forget, but if we disappear for a while, she may not see us as a problem."

"It's a bad time for us to disappear." Coulson shook his head.

May grimaced. "Then whatever operations we _do_ conduct need to be ghost-quiet, and as far away from Stark as can be managed. Above all, we cannot draw attention to ourselves, and we should absolutely not remind Hill that we exist."

"Agreed." Coulson gave a firm nod.

* * *

"Hey Hill!" Coulson smiled at the oversized monitor. "Just thought I'd remind you that I exist!"

 _"I've got a good memory, Phil."_ Hill answered. " _What I don't have is time for your nonsense. Sending this from another deserted base?"_

"The Treehouse." Coulson said. "Ever heard of it?"

 _"I have now. Thank you for limiting the field to forested regions_." Hill's fingers clicked on her computer _. "Any particular reason you're calling? Another message to pass on?"_

"Not really. Haven't had much contact with Strucker or his cronies lately."

There was a slight pause. _"...A bit disappointing, Phil. I'd expect you to be more proactive than that. Do you even know who Strucker is?"_

"I know he's obscure German nobility, descended from a member of Hitler's inner circle, educated at all the finest schools in Europe." Coulson shrugged. "I also know now that up till five seconds ago, you'd never heard of him before."

 _"I never said you weren't good at your job, Phil..."_

"Actually, I'm pretty sure that's exactly what you said. Just now. Five seconds ago."

" _... I just meant to imply that you'd be able to do it much better working with Stark."_

"I _have_ worked with Stark." Coulson answered. "Before. Never got a lot done."

Hill gave an uncharacteristic snort and just the tiniest roll of her eyes.

"Anyway, I found out about Strucker without Stark, which is more than you seem to have done WITH him." Coulson said. "Also, weird thing—Dharma base? The sensors we left behind were triggered nearly two hours after we broke contact." Coulson raised an eyebrow. "Not exactly the most efficient work I've seen. You're not that sloppy, Maria."

Hill looked mildly annoyed. _"Only when I'm working with fresh material. You're right, I could really use more skilled agents."_

"Like me, I suppose."

" _And May, and Tripp."_ Hill arched an eyebrow. _"How about it? I could probably even find a place for that hacker you've got under your wing. I bet she and Fitzsimmons would love working at Stark Industries."_

"If they would, none of them have mentioned it to me."Coulson shrugged. Koenig, seated at the computer, pointed frantically at his watch. Coulson pretended not to notice. "That brings to mind the other odd thing about the sensors feedback," he said. "They only registered one visitor."

Hill didn't say anything.

"Gotta go, Hill." Coulson waved. "Enjoy the Treehouse. I think Fury intended it as an bio-weapons testing facility. Remind me, next time we talk—there's a helicarrier I think you might be interested in."

He signaled to Koenig, and the technician cut the feed. "All right." Koenig said, holding up his lanyard to the computer. "Sidetracking her to forest regions like that was a good idea, but we still need to hurry." The screen turned blue, and all the lights went dark. "It's a little TOO easy to blockade two car-bound men in Devil's Tower National Monument."

"We really need to get airborne again." Coulson said, already striding toward the door.

"Sir..." said Koenig, as they stepped into the elevator. "May's memo specified that all agents were to avoid contact with Stark. Or Hill."

"Blew that already by telling her about the twins." Coulson gave a rueful smile. "Might as well keep on going."

"Got a plan, sir?"

"Sort of." Coulson gave a half-nod.

"Why did you mention the helicarrier?"

The elevator landed and the doors opened with a ding. "To give her something to think about." Coulson said, stepping out.

* * *

"Agent Isabelle Hartley, reporting for duty, sir."

"Izzie!" Coulson got up and came around his desk. He folded the woman in a hug. "And Bobbi!"

"Hey Coulson." Bobbi Morse stood a few feet away, arms crossed but smiling warmly.

"I can't tell you how happy I was to get your message." Coulson said, releasing Hartley and clasping Bobbi's hand warmly. "I was afraid you might have gone down."

"Or gone over." May noted, from her watchful corner.

"C'mon, May." Bobbi smirked at the woman. "Us?"

May shrugged. "We've had some surprises."

The room sobered immediately. Bobbi and Hartley exchanged glances. Tripp and Skye, also standing by the desk, looked down.

"Surprises like that make the reliable things in life all the better." Coulson said. "Like you two, and this Mike... Matt?"

"Mac." Hartley smiled warmly, coming out of whatever memories she was wound up in. "Engineering division. Very skilled."

"Thank god." Skye let out a sigh. "Stark's grabbing up engineers like hotcakes."

"Stark's grabbing up everything." Hartley grimaced. "Hill's one mean head-hunter. She made me an offer, actually."

"Really?" Coulson glanced up. "How much?"

"Not enough to pass you up." Hartley smiled.

Coulson smiled back and clasped her hand again. "It means a lot to have you both back. It really does." He said. "Agent Koenig..." he gestured to the rotund technician, standing at the door, "...will show you around the base, get you settled."

"Good to be back, sir." Hartley and Morse gave Coulson a quick salute and marched off.

Coulson sat back down at his desk. "You're going to love those two." He assured Skye and Tripp. "Top-notch agents, both of them. Tripp, I'm putting them on the Wakandan Watch program with you."

"Don't think that's going to make much difference, sir." Tripp shook his head. "Stark looks like he's setting up shop down there."

"This is satellite footage of Lusaka, Zambia." Skye handed Coulson a tablet. "As you can see, it looks like they're clearing space for something big."

"Another one of Stark's ego-monuments?" Coulson asked, glancing over the tablet.

"Okay, to be fair, sir?" Skye said. "The Stark Towers are a lot more useful than most ego-monuments. Avengers Tower supplies half of New York with clean energy. Potts Tower in San Francisco does the same thing. Coulson Tower in..."

"Wait, what?" Coulson said.

Skye stopped and looked at him. "You seriously didn't know about the tower dedicated to you?"

"Don't you ever google yourself, sir?" Tripp eyed his boss.

"Never really saw the point." Coulson shrugged. "There's a lot 'Phil Coulson's' in the world." He frowned. "Not sure how I feel about my name being plastered on a power plant."

"If it makes you feel better, sir, they also serve as hubs for Stark Security forces." Tripp said. "Arsenals, barracks, vehicle hubs, helicopter pads..."

"That's a bit better." Coulson nodded. Then he frowned. "And... also something of a problem, given this new one's location

"Yep." Skye nodded. "Lusaka is Zambia's biggest city, but also, of course, it's a major trading hub for Wakanda. In exchange for the clean, cheap energy it'll be providing the region, 'Fury Tower' is going to allow Stark to keep his own eye on the place."

"And, of course, with a base like that in the region, the second they get wind of us doing _anything_?" Tripp arched his eyebrows. "You know they gonna bring down the hammer."

"Thor has the hammer. Stark shoots lasers" Skye smirked.

"That's not good." Coulson was frowning at the tablet. "But... that's not bad, either." He looked up. "If we can't do anything there, Hydra probably can't either."

"Sir." May spoke up. "We need to keep in mind the possibility that Stark himself may need to be kept in check."

Coulson nodded, but he looked confident. "I think we can count on Hill to do that."

"Hill isn't..." May stopped and looked away.

Coulson studied her. He turned to Tripp and Skye, who were both watching with puzzled expressions. "Would you two... step outside for a bit?" He asked. "Like, a couple steps. Down the hall, not just outside the door."

"Yes sir." Tripp said.

"Seriously?" Skye looked at him.

"Mom and Dad need to talk, girl." Tripp grabbed her arm and dragged her out of the room. The door closed behind the two agents and Coulson turned to look at May.

"There's something you're not telling me." He said. "What is it?

May bit her lip and then dropped a paper on his desk. Coulson's smiling face looked up from a sheet marked with vital statistics and a 'WANTED' banner emblazoned underneath.

"Hill put you on their bounty list." She said, as Coulson picked up the poster. "Ten million dollars to whoever can bring you in alive."

"Ten million?" Coulson glanced up at her. "Huh." He dropped the paper and sat back into his chair, considering. "Seems like I should really be worth more."

May closed her eyes. "Phil..."

"I know." Coulson looked up at her. "The fact that Hill is doing this—" he tapped the poster, "—right under her boss's _very_ inquisitive nose means that she's starting to take this personally."

"Which is a problem." May shook her head. "Hill never starts any job that she doesn't finish."

"Okay, so we let her do that." Coulson shrugged. "Suppose we used that trojan to lead her to a mock-SHIELD..."

"She knows the False-Front gambit, Phil." May pointed out. "More importantly, she knows everyone on your team. We can't feed her a fake-Coulson."

Coulson sighed. "I really wish Fury hadn't axed that Life-Model-Decoy project."

"Even if he hadn't, Hill would know about it. Hill knows all our tricks." May said. "She's not going to fall for the Tragic End Performance, the Doppleganger Corollary, or the Parasite protocol."

A silence hung over the office. Then May spoke again.

"But Stark might."

* * *

 _"You don't have a helicarrier."_

"I certainly do."

" _It can only be the Aegis, and the Aegis doesn't count."_ Hill cocked her chin. " _It was only ever a prototype, and it was gutted for parts to make the Cloud."_

"It's still a helicarrier." Coulson shrugged.

" _Taking up space at the Attic."_

"Which you don't know about."

 _"And it's unusable."_

"Currently."

Hill rolled her eyes. " _Don't play games with me, Phil. You guys are clearly operating off a limited budget, you don't even have the tech to make your planes disappear, there's no way you can repair and retrofit a gutted defunct helicarrier."_

"Never said we could."

Hill sighed. _"Phil, I'm tired. I had to handle three global crises today and Tony's sudden interest in weather satellites. I don't want to play games right now. You have a helicarrier. You don't have the means to use it. I do."_

"Really?" Coulson frowned. "I can't think what Stark would let you use it for."

Hill gave no reaction, but her jaw seemed just a bit more set.

"I mean, he's still got you using helicopters." Coulson shrugged. "Apaches and Cougars are nice, but they're not exactly Quinjets, much less helicarriers."

" _Is that from Zambia?"_ Hill raised an eyebrow. _"Stark Securities started four months ago. You honestly expect us to have Quinjets for everyone already, Phil?_

"I expect you to have guns." Coulson said. "Seriously, M-16s? When do they plan on issuing the repulsor rays? Or the chitauri blasters? The Icers?" He frowned. "You gotta have Icers, Maria. Even Cybertek had Icers."

" _As I said."_ Hill answered. " _Equipment allocation is..."_

"Maria, I thought you said you didn't want to play games." Coulson shook his head. "There's no equipment allocation. As far as Stark's concerned, it's just him, Banner, Rhodey and an army of security guards. My rag-tag fugitive team may have a budget half the size—"

A snort. " _More like a hundredth the size."_

Coulson stopped. "You don't know what Fury left. It's probably closer to a tenth."

 _"You don't know Stark's cash flow. Trust me, it's a hundredth."_

"My POINT is..." Coulson waved the issue aside. "...whatever the difference in resources, your boss seems to invest all his billions in three people. Maybe even one."

Hill said nothing.

"There was only ever one person sent to Dharma base." Coulson held up a finger. "Same thing with The Treehouse. Both had a response time _way_ disproportionate to what the local Stark Towers should have been able to field." He studied Hill squarely. "Because in both cases, Iron Man had to come in from half a world away to see Fury's latest toybox."

Still nothing from Hill. Koenig wasn't looking at his boss, but his eyes were very large.

"Of course, you knew that." Coulson shrugged. "That's why you waited so long to tell him. And didn't bother alerting the South Pacific Navy or Devils Tower Park officials. You didn't want them to catch us." Coulson faced the screen squarely. "Because whatever you say, you don't believe in your boss."

" _He's a superhero."_

"See, that's my line." Coulson said, holding up a finger. " _I'm_ the idealist who believes one man can change the entire world. _You're_ the pragmatist. _You're_ the one who told me to sign up with Stark—not because of who he was..." Coulson made a face, "...but because you thought I'd never make a difference on my own."

" _I still think that."_ Hill said.

"Really? Because right now I'm doing more than you are."

Hill arched an eyebrow. _"Oh?"_

"When's the last time you were out of the office, Hill?" Coulson asked. "You're a damn good agent. Even Talbot had the sense to bring you along on operations. But Stark hasn't had you run a single mission. You've become a glorified secretary."

Hill's jaw had an angry set. " _And when was the last time you did field work, 'Director' Coulson?"_

"C'mon Hill." Coulson said. "We'd been following that hotbed in Zambia for months, and we had a covert plan in place to track down Hydra contacts and keep Wakanda under discreet observation. Stark learned about it at the last second, and he set up a giant obvious watchtower."

" _Your point?"_

"My point is that you're better than that. Intel's your name, shadow warfare's your game. You're not the type to paint a target on your base of operations. That wasn't your idea. That was the idea that Stark overruled yours for." Coulson shook his head.

Hill's jaw tensed. Her eyes narrowed. But she did not touch her computer.

"You're too smart for this, Hill." Coulson pleaded. "You've got to see the problem with fighting a shadow war with searchlights."

" _It does get rid of the shadows."_

"No. Some of them, it just makes darker."

* * *

"Sir?"

"Hey. Hill, come in." Tony Stark, genius billionaire playboy philanthropist, turned from the massive casing he was working on, lollipop dangling from his mouth. "Any updates on the Zambia tower?"

"Construction's proceeding well, plenty of support from local authorities." Hill cast a curious eye over the vast red-gold mechanism. "Sir, if I may ask..."

"Oh. Right." Tony turned and gestured with his lollipop. "Mary meet Ronny. Ronny meet Mary. You two girls get along."

"Sorry?"

"Veronica." Banner's head, somewhat grimy, poked itself out of a random hole in the device. "The latest in Anti-Hulk technology."

"The latest in Hulk- _Suppression_ technology." Tony wagged a finger at his colleague. He turned back to Hill. "Veronica Mach 2, actually, we're planning to have _four_ of these girls in orbit, so one can always be launched to whatever point the Hulk happens to be at."

"These are satellites?" Hill asked. Her voice had a note of approval. "Way to diversify, boss. Spy satellites, or..."

"Why would I want spy satellites?" Tony threw her look. "I'll hack the NSA if I want French Riviera close-ups." He shook his head. "This is going to be a _massive_ suit of armor _in orbit_ that I can call on anytime."

"Anytime the Hulk is ripping stuff up." Banner poked his head out again.

"Right, right."

Hill took a breath and let it go. "Speaking of armor, sir." She said. "I'd like to talk with you again about the Iron Legion concept..."

"Right. Iron Legion." Stark snapped his fingers at her. "Great idea. Glad you brought it up. Actually was meaning to talk about that with you."

Hill halted, surprised. "That's... good to hear, sir." She said. "I was under the impression you were still opposed to the idea."

"Not to the idea. Just the way you presented it." Tony tossed his lollipop into the trash and, draping an arm over Hill's shoulders, began to lead her into an adjoining laboratory. "You really need to work on your pitches, you would _never_ have made it in sales."

"I'll... work on that, sir." Hill shrugged out a little from under Stark's arm and pulled her phone from her jacket. "I had done some preliminary work on the project in case you changed your mind. I think the Mach 5 armor would work best, though Mach 3 would still be within acceptable limits." She slid to a new list. "I also have a list of thirty suitable candidates for you to choose the six operatives from, I was thinking one agent per continent would be an acceptable proofing stage for the concept..."

"Hill." Stark shook his head. "Seriously. Sales. Anyway, not to worry, you don't have to deal with _any_ of that. Look!"

Taking his arm off her shoulders, Tony snapped his fingers and the room flooded with light, presenting a fully functional mini-factory, complete with parts and material, already in the process of constructing...

...a drone.

"New, revamped, Iron Legion concept!" Tony spread his hands, as if describing a Da Vinci painting. "About the same level as my Mach 2 armor, but you can fit so much more in there when it's not around a person. AI's still a little..." He waggled his hand, "...but I've got it slaved to JARVIS, so it can help out with crowd control and..."

"A drone." Hill said.

"Right?" Stark grinned at her. "I don't know why I didn't think of this sooner. It's basically the House Party protocol, cut down to essentials. Increases efficiency, provides more room for..."

"Sir... impressive as this is, it still seems limited compared to the initial concept." Hill said. "Individual agents deployed worldwide could lend your forces necessary support in..."

"Okay, so this is like that, but better." Tony held up a finger. "See, with a robot, there's no injury, no death, no security risk. They can be blown up and rebuilt in hours. Better in every possible way."

"I see, sir." Hill nodded. "And when will we be replacing you with a robot?"

Stark stopped and looked at her. "Something wrong, Hill?"

"Nothing, boss." Hill shook her head. "So these will be deployed at the other towers?"

"No, just here." Tony said. "Jarvis can only employ four at maximum effectiveness. They'll come out with me and Rhodey on ops as backup."

Hill nodded. "I see. So, in fact, this has absolutely nothing in common with my initial 'Iron Legion' proposal."

Tony shrugged. "It's got the name." He patted her on the shoulder. "Good idea, Hill. Just needed a bit of the Stark touch. Anything else?"

"Yes." Hill passed him her tablet. "General Talbot, on your report on the most recent base we captured."

"Right... The Bathtub, or the Jacuzzi, or..."

"The Hottub, sir." Hill reminded him.

"Right!" Stark snapped his fingers. "That rogue SHIELD cell that he's always complaining about. He happy we finally caught the ringleader?"

"Not... really." Hill said. "If you'll read the report, you'll see that the General doesn't think the man we caught is the ringleader, but rather an imposter."

"Hmm." Stark nodded, glancing through the report. "Sounds like a spy-ish thing to do, all right. Still... Talbot seems stressed to me, does he seem stressed to you?" He cocked an eyebrow.

Hill considered, hesitated.

"I think the General is growing obsessive, sir." She said, confidentially. "Honestly, from his reports I can't even see that this cell is worth his—or our—time. Maybe he can't accept that it's over, or maybe he's pushing for another promotion."

"Never liked politics." Stark frowned, tossing her back the tablet. "Fine. Tell Glenn to take a chill-sicle, feed him some new guy to chase." He wandered back into the lab. "Hey, Bruce, what if we gave Ronny interchangeable hands?"

* * *

 _"Stark thinks you're done."_

"Stark thinks I'm dead, last I heard." Coulson quirked an eyebrow.

" _He's convinced we caught the ringleader of the group Talbot's been hounding him about."_ Hill said. _"Talbot is less convinced, but in any case he's decided not to work with Stark."_

"Shocker." Coulson nodded.

" _For the moment, anyway, Stark thinks your organization is no longer a threat."_

"We never were." Coulson spread his hands. "I'm just happy that now he agrees." He squinted at the screen. "And you, apparently."

Hill frowned at him. _"I'm still not thrilled about this arrangement, Phil, but I must acknowledge the need for... subtlety, upon occasion."_

"And your employer can't provide that?

There was an answering groan. _"My employer's idea of subtlety is to blow up a factory."_ Hill answered wearily. _"His idea of intel is something that you use satellites, hackers, and AI programs for. His idea of espionage is something that happens to other people."_

"See, THIS is why I didn't want to work for Stark." Coulson observed.

 _"The world needs somebody, Phil."_ Hill looked at him. _"And Tony understands that better than most. You saw the footage from his helmet."_

"I did." Coulson nodded. "And I agree. The world needs to be ready for when they come back. I like your idea, except for the part that involves Stark."

 _"I thought I could handle him."_ Hill shook her head.

"Even Fury couldn't handle Stark." Coulson said.

 _"True."_ Hill nodded _. "But he still came through for the Avengers."_ Her eyes grew thoughtful. _"The Avengers gave Tony something to work with."_

"The Avengers gave us all something to work with." Coulson agreed. "But they need all the help they can get."

" _Also they're currently AWOL."_ Hill's expression grew frustrated.

"And that." Coulson agreed. "The world needs a shield, Hill."

" _But it can't_ be _SHIELD."_ Hill said. " _And it can't be the Avengers."_

Coulson seemed inclined to dispute this, but he let it go. "If we could somehow marry the two..." he suggested.

" _The Avengers would never work for SHIELD."_

"No. But SHIELD could work for the Avengers. In a support capacity. Take their name, to get back people's trust. Under Captain America's command..."

" _Rogers isn't administrative material, but it's a thought."_ Hill nodded, eyes flitting about. _"No one would agree to the idea, but if we built it up in secret, then presented it as a finished product in a suitably dramatic fashion, the UN might get behind it..."_

"Always on the public relation side." Coulson said. "You would've made a great saleswoman, Maria."

Hill's expression soured suddenly. " _Stark would never agree."_ She shook her head. _"But he still has resources, and he pays shockingly little attention to them."_

"Pepper..." Coulson started to say.

" _I think she'll agree to this."_ Hill said. " _I'll talk to some of the lab boys, see if they can drum up some plans for what our new support helicarrier should look like. You should see if you can vet and recruit a trustworthy crew... we're going to need a lot of new Avengers..."_

"That's good." Coulson nodded, pointing at the screen. "We should call it that."

* * *

 **A/N:** Gah, it's late, I'm tired, and I have work tomorrow. But I really want to finish this story before Season 3, so I had to get this out. A part of me would like to give a whole chapter to that last bit, but we don't have time.

Quick reminder: This chapter takes place chronologically before the last one. It was just more dramatic. This one also goes way off canon. Next chapter will be more tied into the episodes/movie, showing what SHIELD was doing during the Age of Ultron.

Be sure to Review!


	4. Crisis

**Crisis**

 _"Last thing. Theta Protocol. Is it ready?"_

 _"Yes it is." Coulson nodded. "Time to bring in the Avengers. Do you need the Eagle?"_

 _"No... this looks manageable." Hill shook her head, scanning Coulson's data packet. "Almost too manageable, really, now that we've got Thor and Rogers back in the roster."_

 _"It's not the most dramatic threat, I know. But once it's resolved..."_

 _"...they'll fall apart again. I know." Hill nodded. "Thor, I don't think we can prevent, but Tony's likely to host a going-away party... I'll bring the subject up. If these Hydra power-armor diagrams are accurate, Tony should be a bit more open to sharing his toys."_

 _"It's not the dramatic reveal we planned."_

 _"It'll have to do." Hill shrugged. "It can't always be some world-destroying event."_

* * *

"We will make it right. You and I can hurt them. But you..." The massive robot turned to regard Wanda, "will tear them apart from the inside."

Wanda gave a venomous grin. "I can't wait."

"You'll have to." Ultron shrugged. "Sorry. I need you to... run an errand for me, first."

* * *

Coulson stepped into the control room. "Anything new on the Avengers trip to Sokovia?" He asked. Newsreels were playing on the central monitor.

Gonzalez turned to face him. "Apparently, that castle they attacked was Strucker's base."

"Or at least that's what Stark says." May muttered.

"Contact in NATO confirms it. They have Strucker in custody." Weaver said.

"Well, that's one head down." Coulson frowned. "Now we just need to worry about the two that will take its place."

"You don't seem terribly surprised." Gonzalez's gaze was even.

"I worked under Stark for two or three years." Coulson shrugged. "Nothing he does surprises me anymore."

"So you had nothing to do with this attack?"

Coulson gave a disbelieving look. "If I could command the Avengers, I wouldn't..."

At the moment, all the screens turned utterly red.

" _Hey, kids."_

The lights in the base went dark. Every agent in the room drew their weapons.

" _This is a nice base."_ The voice commented. _"Nice bunch of people... family? Team! Team, you have here."_

"Coulson?" Gonzalez asked.

"No idea." Coulson answered, Icer locked up and pointed at the nearest door.

" _A Lovvvvve-ly team."_

"The Inhumans." Weaver hissed. "Fitz, anything?"

"I-I-I dinna... I dinna have the... the..." Fitz sputtered at the computer. "This isn't..."

" _Such an adorable bunch of cavemen."_ The red screen purred. _"Children, trying to get in with the big kids by cozying up to them and sharing their pretty toys."_

"Get Skye out of the box." Coulson snapped to May.

"I don't think..."

"We're being hacked! We need her down here!"

"Not if it's the Inhumans, we don't." Gonzalez muttered.

"They wouldn't bother with a digital attack! This is someone different!"

" _How about I share your toys?"_

And then the building shook. The agents had barely a moment to prepare themselves before robots came bursting through the walls

* * *

"Can you snap her out of it?" Jiaying asked.

"We've never seen anything like Thorn's ability before." The doctor said, bending over Raina. "I've got no context for what she might be doing or suffering right now."

"What's the matter?" Gordon, looming over Jiaying's shoulder, asked.

"Our Thorn has become a proper oracle." Jiaying said, an unamused grin twisting her lips. "She just predicted the apocalypse."

"What?"

"She was even appropriately cryptic about it... great cities under attack and metal men... before conveniently collapsing." Jiaying blew out a breath through her nose. "Prophets."

"Are you sure you don't want me to recover Skye and Lincoln?" Gordon asked. "They might be in danger."

"So might we." Jiaying answered. "She never said _what_ cities they were."

"Jiaying!" Another Inhuman came running into the surgery.

The immortal turned to face him, but at that moment Raina started upright and grabbed her by the arm.

 _"He comes from above!"_

And robots started crashing through the roof.

* * *

"Don't let them get to the data banks!" Coulson shouted, firing away with the P-90 (Icers had been discarded nearly immediately). "It's the only info that isn't stored on the netw—"

Another robot smashed through the ceiling behind Coulson and landed on top of the computer banks. Coulson whirled around, but Bobbi took a running leap and kicked the robot clean off. They crashed onto the floor beyond and Bobbi took the moment to stab both electro-batons deep into its chest cavity. It convulsed just long enough for three bullets to put it to rest.

Gonzalez lowered his smoking Glock. "The Iron Legion." He turned around. "Why is Stark attacking you?"

"There's something different about them!" Coulson insisted.

May leapt up onto the computers and pointed her rifle up the hole left by Bobbi's robot. _Rattatat. Ratatatt. Rattatt..._ a badly-mauled robot shot out of the hole and tackled her off. They crashed to the floor. The robot reared back, a machine gun folding out of its arm...

Mac's giant monkey wrench swung through the air and took the arm clean off. It's other arm swung around and punched Mac square in the chest, sending the big man flying. May used the opportunity to kick it back, and Coulson's P-90 finished if off.

"Guns don't seem to be having much effect!" Coulson shouted.

"Not sure hand-to-hand is better, sir." Mac said, picking himself up off the ground.

"Y' keep going for the head-shots, the primary driver is in the chest cavity." Fitz poked his head up to comment. The technician was perched by the databanks with a shotgun he could barely lift. "Y'need to...

Another robot came through the door in the front. Coulson and Gonzalez fired at the same instant. Its eyes went dark, but it leapt at them and bowled Coulson over, charging for the databanks. Coulson grappled desperately at its leg, holding it back. Hissing angrily, it reared around, raising a metal, pneumatic-powered fist.

Gonzalez's cane smashed down on the robot's head and caved it in. Its whole frame collapsed on top of Coulson.

Coulson hurled the body off him and fired at another robot just over Gonzalez's shoulder. It did little more than knock the droid back, but that was all the space Weaver needed. A sticky-bomb went sailing through the air and caught onto the metal frame.

"What's that cane made out of?" Coulson asked, scrambling to his feet, firing away as the robot exploded.

"Adamantium tip around a ceramic core." Gonzalez said. "If I have to have a cane, it better be a damn good one." His gun clicked empty and he fumbled, one-handed for a magazine; Coulson grabbed the empty gun and handed him his sidearm.

Six robots exploded into the room—Two through the door, two through the hole in the ceiling, two through the wall. The band fired wildly; one twitched and fell but the others charged at them...

One was suddenly convulsed in a crackle of lightning, another exploded, the rest suddenly crumpled up into small metal chunks. Coulson, Gonzalez, and the others stood staring at Lincoln, Deathlok, and Skye.

Deathlok's missile launcher retracted. "Sorry sir." He nodded at Coulson. "Took me a while to reboot."

"That's... fine." Coulson said, lowering his P-90.

"Got here as quick as we could." Skye added, adjusting her gauntlets. "There were a couple robots in the way."

"Who let those two out of containment?" Gonzalez said, struggling to his feet—the explosion had knocked the old man over.

"That would be me." Simmons peeked her head out from behind the door. "Hullo. Lincoln was the quickest way to get Agent Peterson back online."

"Clearly this isn't an Inhuman attack." Coulson cast a glance at the elder operative. "Maybe Stark, but..."

"Frankly, I don't give a damn." Weaver aimed her gun at Lincoln. "If they're not back in..."

Suddenly, Weaver's gun was gone. So was May's. And Coulson's. And every other gun in the room.

Coulson frowned at his empty hand. "Okay, that was weird."

"I... thought I felt..." Bobbi glanced around, looking for her batons.

Crackling red energy swept through the room.

* * *

Bobbi stared down at Lance's body, eyes traveling from the gun in her hand to the hole in his head. _No, what have I..._

* * *

Gonzalez saw the jumping green shapes, the raging fires, the screaming children—he saw the ships looming in the skies and knew they had nothing to match it.

* * *

Jiaying and May, Cal and Coulson, lay in a bloody heap at Skye's feet, their eyes staring up at her accusingly.

* * *

Fitz saw the looks. They hid them, but the mocking, pitying, disappointed faces glowed through their turned backs and shaded faces. Only Jemma faced him openly. _Idiot... should have died in the pod..._

* * *

The Hydra agents herded the children with assault weapons and cattle prods, she could see years of torture and brainwashing stretching out before her students...

* * *

 _Please let me die... Please let me die... Please let me die..._

* * *

Jiaying dropped the robot's head and watched the body crumple before her. "Any others?"

Gordon materialized before her in a flash of blue light. "I left ten inside Korea's new nuclear testing ground."

"Any others?" Jiaying repeated, looking at Thorn.

Thorn's brow was furrowed in concentration. "Fifty. He will approach with fifty towards the southeast cliff."

"He?"

Thorn shrugged. "I don't know his name."

"But I know these robots." Gordon insisted. "They are creations of the human Stark."

"Stark works—or at least worked—with SHIELD." Cal said, picking himself up from the body on the floor.

"They're not coming to attack." Thorn stressed. "Just to talk."

"To talk?" Cal sneered. "What for?"

"I don't know why he does it, just that he does." Thorn answered testily. "He talks, and then he leaves. But only if we talk, and do not attack."

Gordon disappeared and then reappeared in another flash of blue light. "She's right." He said, looking in Thorn's general direction. "There's another group of robots approaching from the southeast."

"Take us there." Jiaying ordered.

Gordon grabbed her and Thorn—completely ignoring Cal, and the next second they found themselves on the cliff. Gordon vanished again and was soon back with Ginger. Then with others. And others.

Jiaying focused her attention on the cluster of steel robots flying toward them. She couldn't count them, but it seemed around fifty. Fifty was not a sizeable threat—yes, Raina was probably right. An escort, not an attack. But an escort for who?

"He's curious, I think." Thorn told her. "He's never seen anything like us before, and he wants to know how he can use us. Don't let him."

"I have no intention of letting anyone use _my_ people, Raina." Jiaying put just a touch of steel in her voice to remind the girl that she was, still, leader of the Inhumans.

Raina didn't seem to notice. "You have to tell him that we have nothing to do with the humans."

Jiaying closed her eyes and promised herself that she would have a talk with the girl about respecting rank.

As the cluster of robots approached, one, much more massive and complicated than the others, detached from the rest and started to float down to them on the cliff. The rest of the cluster began to spread out, surrounding the cliff, still retaining a respectable height. Gordon, just behind her, tensed but did nothing.

"Sorry for all that fuss earlier," said the large robot, as it lowered to an acceptable height. "I literally just found out about you guys, I had to get to know you a bit better."

Jiaying took this to be the 'He' that Raina kept referring to. "Why have you attacked my people?" She said, stepping forward.

The android cocked an eyebrow—or what passed for an eyebrow; it had a very expressive face. "What did I just say?" And a very expressive voice.

"How did you find us?"

The robot waved its head back and forth. "Oh, a little spy-satellite imagery here, a few dozen Hydra files there, a half-dozen internet rumors everywhere... it's amazing how absolutely abysmal humans are at processing information." He shook his head. "You guys are, like, in plain sight and no one even knows about you."

"So you attacked us to find out about us?"

"You say attacked. I say poked." The robot held up a finger as if the distinction was a fine one. He cocked his head at her. "It's interesting. You're the next stage... the logical next step. A vision of what humans might be." He looked away for a moment. "I should get one of those." He mused.

"We have nothing to do with the humans." Jiaying said clearly, calmly. "We will endure the worst either you or they have to throw at us."

"Hmm?" The robot looked around, as if just remembering her. "Oh, them! Yeah, duh." It gave a whirring nod. "Me..." He considered this. "...you almost might survive."

"Survive what?" Jiaying definitely did not like the turn the conversation was taking.

"Fire and brimstone. The flood. Meteeeeorssssszzz..." the speaker made a mechanical noise not unlike a hum. "Boom! You might not be bad to have around, later. Or more of you. Crystals! That's an idea."

Jiaying could not follow the robot's train of thought, it made no sense. "We will always be around." She stated, clearly. "We will always endure. For thousands of years, we have endured, and we will continue to do so for thousands more."

"Like a rock." The robot frowned.

"Like a mountain." Jiaying amended, gesturing.

"Like a big, tall, pile of rock." The robot actually rolled its eyes. "These mountains are... SO much smaller than they were two million years ago." He turned around to study the skyline. "In two years more they probably won't even be here."

Jiaying blinked. "What?" She liked to think that she was pretty good at understanding people, but this droid was pushing her limits.

"You are rocks. Using your little crystals to gain the same powers, over and over... never getting any larger... never even moving. Sitting here, for hundreds of years." His gaze seemed to shut off, and Jiaying sensed he had suddenly grown bored.

"You're really not that different from the humans at all." The robot concluded, floating back up to join his entourage. "So die with them."

Jiaying tensed, but the rest of his entourage floated to meet him, pulling away from the village and floating back into the southeast.

"What did he mean?" Gordon asked, looking at Thorn.

"Does he come back?" Jiaying asked.

"Not here." Thorn shook her head, feeling her forehead. "But... what he meant... I can see, elsewhere, people dying, another city..."

"Then it is none of our concern." Jiaying cut her off levelly. She turned to Gordon. "Post some of our people around the village, refresh them hourly. We need to be prepared if he comes back."

As she walked back to her hut, Jiaying could hear the robot's words ringing in her ears: " _Sitting here, for hundreds of years. You're not that different from the humans at all."_

* * *

 _"The twins, definitely."_ Coulson's voice sounded tired. " _We couldn't see them, but the cameras caught it—a silver streak and a red-eyed woman."_

"What did they get?"

" _Everything."_ Coulson said. " _He hacked the network and they downloaded the hard data. We're working on what they were most interested in, I'll let you know the second we find anything._

"Understood." Hill nodded. "I'll keep you advised as to any breakthroughs on this end." She clicked her phone off as she walked into the room. Captain Steve Rogers turned to look at her. "Report?"

"He's all over the globe." Hill reported. "Robotics labs, weapons facilities, jet propulsion labs..." _...espionage headquarters..._ "...reports of a metal man, or men, coming in and emptying the place..."

* * *

"If this guy got out of Wakanda with some of their trade goods..."

"I thought your father said he got the last of it."

"I don't follow." Banner looked puzzled. "What comes out of Wakanda?"

Both Stark and Rogers glanced to Captain America's shield.

"The hardest metal on earth." Stark said.

"Where is this guy now?" Rogers demanded.

"Whoah, whoah, hang on there, Holmes and Watson." Barton held up his hands. "We have one arms dealer out of hundreds here in Strucker's files, who Tony ran into at a party. He was branded as a thief. That's all we really know. Nothing to connect him to Ultron or even reliably to Vibranium. Don't you think we ought to have something more to go on before we race around the world?"

"It's gotta be this." Stark thumped the page. "It makes too much sense."

"We haven't even finished going through all of the files yet." Barton said. "How can you know?"

"Sir?" Hill spoke up. The Avengers started, they'd forgotten she was there. "If you want, I can look into it? I am, after all, your intel officer." There was just the thinnest level of dryness to her words.

"Oh, right." Tony handed her the paper. "But get the jet prepped. I'm like 87% certain this is our guy."

"Yes sir." Hill tilted her head to look at the boxes. "Also, do you want me to send up some analysts to help you look through those files? We DO have people for these sort of things, you realize."

"Analyst wouldn't have met Klau at a party." Rogers said, still leafing through paper. "We keep at it."

Hill's jaw tightened but she gave a short nod and left through the doors. On the other side, she took a picture of the file. _Strucker's Files._ She typed into her phone. _Stark suspects vibranium. Analysis?_

She pocketed the phone and walked to her desk—she had hundreds of other contacts who might be able to offer insight. Coulson was just the most likely to know something.

She didn't even get to the desk before her phone vibrated.

 _Files on Klau and Vibranium were the first downloaded from our database. Latest intel places him in South African shipyards._

Hill smiled victoriously and turned around.

* * *

"The news is loving you guys. No one else is, though." Hill was scanning several monitors adjoining her feed with the Quinjet—newsreels, cost estimates, texts from a senator she was blackmailing. "There's been no official call for Banner's arrest yet..." She said, noting the transcript of an Oval office meeting, "...but it's in the wind."

"The Stark Relief Foundation?"

"Already on scene." Hill gave a short nod, eyes flickering over to her line with the project leader. He'd already noted several complications with authorities. Hill had told him to be fast and loose with his money—Stark needed to make friends FAST there. She glanced back to the screen. "How's the team?"

Stark's usual bravado was lacking. " _Everyone's... we took a hit."_ He tried to assert himself. _"We'll shake it off."_

Hill somewhat doubted that, but it didn't change her next bit of advice. "Well, for now I'd stay in stealth mode, and stay away from here." She checked the surveillence footage of the protestors outside.

 _"So, run and hide?"_

 _Please, Stark, for once, listen to me._ "Until we find Ultron, I don't have a whole lot else to offer." _Except for a helicarrier that's still a few days from being airborne._

" _Neither do we."_ The Quinjet feed cut out.

Hill glanced at the closed window in shock for a few moments. Then she stabbed at another button and two more screens popped up. "They're in trouble." She stated.

 _"Could you be more specific?"_ Coulson asked, from his screen.

"Stark just listened to me and agreed to play things quiet." Hill said.

"... _That sounds bad."_ Coulson agreed.

"I've never seen him like this... or the rest of them, for that matter." Hill said. "The Maximoff twins must really have done a number on them."

" _If it's anything like what she did here, then that would be bad."_ Coulson bit his lip. " _That explains what I've been seeing about Banner on the news, at least."_

"It's not just her." Hill said. "Stark's... dalliance raised some tempers in the group. He and Rogers are butting heads."

" _That does seem to be a thing with them."_ Coulson sighed.

"Right now, there's nowhere for them to go, anyway." Hill scanned all her monitors without result. "They're laying low at..." She checked the Quinjet's trajectory, "...Barton's place, but once we find Ultron, they need to be ready to fight."

 _"Guess that means it's time for a pep talk."_ Fury said, from his side of the screen.

* * *

"Mind if I borrow Hill?"

"She's all yours. Apparently." Tony said. "What are you going to do?"

"I don't know." Fury grinned. "Something dramatic, I hope."

Fury walked straight out of the farmhouse, hearing behind him Cap's rapid-fire orders regarding the Avengers pending trip to Korea. He paced quickly off into the darkness of the forest, straight toward a Quinjet that materialized in front of him.

"All set?" He said.

"Ready." Hill turned from the cockpit, eyes alight. "What's the time-frame?"

Fury shrugged as he dropped into the co-pilot's chair. "No word on Ultron yet, but he's bound to show up soon. Let's get some backup."

"Agreed." Hill took the controls and the quinjet lifted into the air. "Damn, it feels good to be back in one of these things again."

"Talk to Stark after this is over." Fury advised her. "Secretary work REALLY doesn't suit you."

* * *

The room cleared as the big man strode in. Every face turned to regard him, and not all of them were welcoming.

Fury didn't seem to care. "Gonzalez." He nodded. "How's the leg?"

"Fine. How's the eye?" Agent Robert Gonzalez regarded the man coldly.

Fury turned his gaze to the next in line. "Agent Morse." He said. "Good work on retaking the _Illiad_."

"Didn't retake it for you." Bobbi bit back.

"Should hope not." Fury shrugged. "Didn't think I was THAT unclear." He nodded to Coulson. "Director."

"Director." Coulson nodded back.

Fury held up a hand. "That's not me. I'm here to pick up some support material, but I think we can all agree SHIELD's better off without me." His gaze softened a moment. "Sorry to leave you with this mess on your hands."

Coulson shrugged. "Never thought leading SHIELD was going to be easy. Didn't expect everyone to be on board."

"Pardon me for breaking this moment up, Fury." Gonzalez interrupted. "But if you're not here to reclaim power from your lapdog, what exactly are you here for?"

"My ship." Fury answered.

" _The Illiad_ is..."

"I recognize the _Illiad_ isn't mine. If she was, I'd have sent her to the bottom of the sea. I'm after something the Director..." nodding to Coulson, '...promised me."

All eyes turned to Coulson. "He's talking about the _Eagle_. Well..." He shrugged. " _The_ _Aegis_."

"The what?" Hunter blinked.

" _Aegis_ Mk I." Gonzalez answered, staring at Coulson. "My old ship."

"That... that was the very first helicarrier," Weaver breathed. "...the prototype they based the later models on. It... it had no armnaments, they gutted the frame for parts...

"But they left the frame." Gonzalez finished. His eyes went to Hill. "And you sold it to her."

"In a sense." Coulson shrugged.

"A sense?" May looked dangerous.

"It was... a thought." Coulson spread his hands. "SHIELD simply doesn't have the muscle to operate like it used to. But the Avengers," here he nodded at Hill, "even with Stark, are too limited to be a proper standalone global defense force."

"Stark's an idiot." Hill rephrased. "He privatizes world peace like a celebrity. He refuses to acknowledge the need for a larger defense force."

"Something everyone here can agree the world sorely needs." Coulson glanced around the circle. "We all know what's coming."

There was a sober silence.

"I understand what you're afraid of, Gonzalez, because I'm afraid of it too." Coulson said. "In a way, it's what SHIELD's been afraid of since its foundation, and the thing its been constantly preparing for for the last fifty years, since Carter found the GH specimen and the Monolith."

Gonzalez gave a slow nod.

"So." Coulson looked around. "In the interests of global security, we need a legitimate force that can support the Avengers in their world peacekeeping missions."

"A new SHIELD?"

"Not SHIELD." Coulson shook his head. "No one would look to SHIELD for protection now. My SHIELD, our SHIELD, will have to disappear into the shadows." He nodded to Fury. "Gathering intel and quietly defusing conflicts before they become a problem. If they do..." He shrugged. "We call in the Avengers."

"Another one of your schemes, Fury?" Bobbi did not look convinced.

"Coulson's the devious bastard this time around." Fury shook his head. "He reached out to me and to Hill."

"The project needed Hill's resources and Fury's experience." Coulson said. "A new organization, playing SHIELD's role under the Avenger's name."

"We were waiting for a dramatic moment, to sell people on the organization." Hill pointed out. She snorted. "Guess this qualifies."

"And so Fury stands at the head of world power once again." Gonzalez shook his head. "Convenient."

"Hill and I decided that Rogers will lead the Avengers." Coulson spread his hands. "Fury will provide discipline and advice, but he'll have a backseat role."

"Right. Because you two are totally unbiased when it comes to Fury." Bobbi pointed out.

"I'll have you know that Hill squashed my plan to retake the helicarriers, and my man Coulson here nearly swore at me for bringing him back." Fury raised a finger. "Considering how my last tenure went, I think it's time for some fresh leadership." A shrug. "After all, that's why I picked Coulson."

"So you say." Weaver's gaze was level. "How do we kn..."

"One way or another, agree or disagree, we have a world to save and a ship to pick up." Hill snapped, crossing her arms. "Now kick Coulson out if you want, but he's the only one who knows where the Eagle is, so he's coming with us."

* * *

The trip to the Attic, now renamed the Nest, was tense. Hill had disappeared up front to fly the plane after a few quick instructions from Coulson. The rest of the party—including Gonzalez, Fury, Bobbi, May, and Weaver—sat in the lounge where they could all glare at each other furiously.

The one exception was Coulson, who had never really practiced glaring. "Koenig's been prepping the helicarrier for launch for the last few days." He said, clearing his throat awkwardly. "I just checked in—the armnaments are light, but it should be able to fly in roughly twelve hours. The crew is the larger concern—they've all been in simulations, but most were desk jockeys and administrative assistants that..."

"That you had Andrew interview and clear?" May spoke up.

Coulson winced. "I needed the best, and I needed someone I could trust." He said softly. "That was Andrew."

"And Koenig, apparently." May said. "But not me."

Coulson looked very uncomfortable. "I... needed someone to help me give Hill the runabout."

"And that couldn't be me, because?"

"Because the Director decided not to." Fury spoke up. "That's all you need to know."

"No." Gonzalez said. "That's all _you_ ever needed anyone to know."

Fury shrugged. "Considering how things went when I told people what I was up to, I'm not so convinced that was the wrong call."

"The rest of us are." Bobbi said.

"Oh?" Fury raised an eyebrow. "How helpful would it have been if your mission had been more widely known, Morse? Say, to Hydra? I kept things secret from our own people because I didn't trust our own people. With good reason, as it turned out."

"Those people wouldn't have had as much opportunity to hide if you hadn't kept things so compartmentalized." Weaver said.

"Maybe. Or maybe..."

"The reason," Coulson said, "why it couldn't be you, May, is because if the plan went south and I got caught, someone needed to be around to keep SHIELD on the path." He shrugged. "It was entirely possible that the CIA or someone would have stumbled onto Hill and my 'arrangement,' and managed to arrest both of us. I needed to keep SHIELD—and its potential leadership—completely separate from that possibility."

The group quieted. Coulson looked first one way and then the other.

"The Old SHIELD had some problems." He said, quietly. "We're here because of that. And we're trying to figure out what the New SHIELD should look like. But that shouldn't keep any of us from doing our jobs."

* * *

"Three of the reactors aren't at full capacity, and the fourth..."

"Coulson..." Hill walked up to the director and the frazzled technician he was talking to.

"Get in touch with Rhodes, yet?"

"...he's on the Eastern seaboard. I've arranged for him to meet us over the Atlantic." Hill said. "No word from Wilson. What's our status?"

"Running a little behind." Coulson answered, not taking his eyes off the charts he'd just been handed. "But we should be ready to begin liftoff procedures in an hour or so. Why?"

"The countdown just got moved up." Hill pushed her tablet in front of him. Coulson read the text.

 _I feel it would be relevant and helpful to inform you that we are planning to attack Ultron's stronghold in Sokovia. There will likely also be need for an evacuation._

Coulson frowned. "Stark sounds... different."

"It's not Stark." Hill pulled the tablet away. "I'm not sure who it is, but I accessed the Stark feeds and he's right. They're prepping the quinjet for launch, and they're bringing all the big guns."

"And Sokovia is where all this began." Coulson nodded grimly. "Our carrier can't match the Quinjet's speed, we need to go now or we'll never get there in time." He touched his ear. "Koenig, Code Orange! Emergency launch!"

 _"Now? But..."_

"Emergency, Koenig. Now!"

A klaxon began to blare, and immediately everyone dropped their tasks and ran back to the carrier.

"Guess that means I should get to the bridge." Hill said, glancing around.

"Fury's up there already." Coulson nodded. "It's just like the old days."

There was a touch of wistfulness to his tone, and it made Hill take a last look at Coulson. "Phil, are you sure you don't want to..."

"I'm kinda over helicarriers." Coulson smiled. "Bad memories. Anyway, I'm more useful here than confusing matters with the Avengers."

Hill looked troubled, but she nodded and clasped his hand. "Phil, I hope you realize..." she said, "...you've done more for this than anyone."

"Everything except the part that really matters." Coulson grinned shamefacedly. "That's down to you."

Hill shook her head. "One day, Phil." She ran for the ladder. "One day."

* * *

A scant twenty minutes later, Coulson and the rest of the SHIELD team watched from a glass enclosure as the massive airship slowly lifted off its moorings. The soundproof glass walls shook with muted vibrations as the jets roared into life, sending the helicarrier through the upper shutters of the hangar and soaring into the sky.

"Wow." Skye breathed.

"Doesn't matter how many times I see that." Coulson shook his head. "It's still damn cool."

"There's probably no greater feeling." Gonzalez nodded. "No greater expression of SHIELD's power and reach." His gaze hardened a moment. "Or elitism. Floating high above the people we were supposed to protect."

"If the attack comes from above, that will be the best place to be." Coulson said.

"Perhaps." Gonzalez allowed.

* * *

"...Assemble!"

Fury frowned as he looked down at the training floor through the glass of the darkened viewing booth. "Well, it's not the catchiest battle cry."

"You're kidding, right?" Coulson looked at his former boss in disbelief. "I'm disappointed I didn't think of it first."

"'Agents Assemble' doesn't have quite the same ring to it." Hill said.

"Doesn't matter anyway." Coulson shook his head. "We have what we needed."

Fury nodded. "The New Avengers are more disciplined. More used to taking orders. Less alpha males involved. They'll follow Cap without question."

"People seem to do that."

Hill snorted. "Some people."

"Should make for a much tighter, more efficient team." Fury ignored both of them. "And hopefully Rogers will be more open to a wider network."

"We're already in talks with the UN." Hill pointed out. "And several nations have privately approached me to express support for the program." She winced. "On the condition that Banner not be a part of it."

"Banner knew what he was doing when he left." Fury nodded, but he didn't look particularly happy.

"We'll find him." Coulson promised. "We'll keep him safe. Plenty of bases we're not using, especially now that we have the Illiad back..."

"Shame about Gonzalez." Fury said.

"Shame about your hand." Hill added.

Coulson shrugged, as well as he could in a sling. "There were... a lot of losses." He said. "My hand seems pretty insignificant compared to most. Mac's working on some ideas."

"Not Fitz?"

"Fitz is a bit... preoccupied right now." Coulson did not elaborate. There was a short silence.

"About these... Inhumans..." Hill said, at last.

"Better kept to the shadows for the moment." Coulson shook his head. "The world's not ready for them, especially so soon after this. Involving the Avengers would be too public. SHIELD is already developing a task force to handle the situation."

"Another Avengers? A secret Avengers?"

Coulson shrugged. "Nothing so dramatic. But a Gifted team, to handle problems too big for the rest of us." He grinned. "No offense Hill, but as much as I enjoyed the teamwork, we need to have our own Howling Commandos."

"No offense taken." Hill tilted her head. "In fact, it may be worthwhile to have a team to carry out missions Cap doesn't have the stomach for." Fury nodded.

But Coulson frowned. "That won't be my people." He shook his head. "They're meant to support SHIELD, not undermine Cap."

"Understood." Hill held out her hand. "But if you ever need more backup..."

Coulson smiled and shook it. "We'll activate the Theta Protocol."

* * *

 **a/n:** There! In before Season 3!

Just really quickly-it seems like it could at least have indicated something of what SHIELD was doing during the crisis. Or why suddenly the council is willing to work with him on everything. AoU takes place over several days, what was SHIELD doing that whole time? It could NOT have been pleasant when Fury showed up looking for his boat.

As always, reviews are appreciated.


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